Chapter 14 - Meetings of shareholders and members

Question 1

Can any member request that a resolution be circulated?

Answer 1

No. The member or members must hold between them not less than 5% of the voting rights at a general meeting.

Question 2

Who has the right to exercise the voting rights on a written resolution?

Answer 2

The registered members

Question 3

On what basis can members of a public company approve a resolution other than at a general meeting?

Answer 3

By proxy or by unanimous written resolution under the duomatic principle.

Question 4

Under what circumstances must a private company hold an AGM?

Answer 4

If it is a quoted company or required by its Artciles.

Question 5

What additional resolutions would a quoted company routinely add to its AGM?

Answer 5

1. Receipt of Directors Remuneration Report
2. Approval of Directors
3. Remunerations policy (triennial)
4. Authority to issue shares
5. Waive pre-emption rights on allotment
6. Authority to purchase own shares
7. Approval of political donations
8. Authority to convene general meetings on 14 days’ notice

Question 6

Which documents should be available for inspection by members at an AGM?

Answer 6

1. Register of members
2. Directors’ service contracts
3. Notice

Question 7

Are amendments to resolutions allowed?

Answer 7

For ordinary resolutions only to correct obvious typographical mistakes, no amendments may be made to a special resolution

Question 8

Can members ask questions about anything?

Answer 8

At a general meeting, any questions relating to the business of the meeting.
At the AGM of a quoted company, question may be raised on any topic however, directors only need to ensure that questions relating to the business of the meeting are answered.

Question 9

What does clear days mean?

Answer 9

Clear days excludes the date the notice of a meeting of a meeting is given, or deemed given, and the date of the meeting.

Question 10

What must a traded company have done to allow members’ meetings to be held on 14 days notice?

Answer 10

Obtained consent at the previous AGM or a general meeting held since the previous AGM

Question 11

Do notices of general meetings need to distinguish between ordinary and special resolutions?

Answer 11

Yes

Question 12

If one of two members refuses to attend general meetings, can a meeting be held?

Answer 12

Under the model articles, no, but check the articles

Question 13

What is the key difference between an ordinary and a special resolution of the members?

Answer 13

Ordinary resolution is approved by a simple majority.
Special resolution requires a 75% majority.

Question 14

What advantage does passing a resolution at a meeting have compared to the same resolution circulated as a written resolution?

Answer 14

At a meeting, the majority is of those voting and on a written resolution, it is of the entire voting share capital.

Question 15

Can proxies speak at meetings?

Answer 15

Yes

Question 16

Who has authority to adjourn a general meeting?

Answer 16

The Chair

Question 17

What options does a corporate member have in order to cast their vote at a general meeting?

Answer 17

Appointment of corporate representative or appointment of a proxy.

Question 18

What is the maximum period before a general meeting for the cut - off for the receipt of forms of proxy by the company?

Answer 18

48 hours (excluding non-working days)

Question 19

How many proxies can an individual member appoint?

Answer 19

As many as they like but proxies must represent different shares

Question 20

Can a member appoint more than one proxy?

Answer 20

Yes

Question 21

Can proxies vote for and against the same resolution?

Answer 21

Only if they represent different members or different shares of the same member.

Question 22

If a member’s proxy does not attend the meeting, are the votes still counted as recorded on the proxy appointment form?

Answer 22

No

Question 23

What, if any, are the practical difference between voting on a show of hands and on a poll?

Answer 23

On a show of hands, each member has one vote. On a poll, each member has the number of votes attached to their shares - usually one vote per share.

Question 24

Must a chair always call for a poll?

Answer 24

If a poll is validly demanded by members, yes. In other circumstances the chair has discretion but does have a duty to ensure that the sense of the meeting is correctly recorded.

Question 25

If an abstention is a not a vote, why do some members insist on ensuring their abstention if recorded?

Answer 25

To demonstrate dissatisfaction

Question 26

In order to constitute a valid meeting, what must all attendees be able to do?

Answer 26

Participate in the meeting, to hear the speakers and to be able to ask questions.